CALGARY, April 27, 2018 /CNW/ - Clarocity Corporation
(TSXV:CLY; OTCQB:CLRYF) ("Clarocity" or the
"Company") announces it has amended the previously announced
(see November 17, 2017, December 6, 2017, February
14, 2018 press releases) debt Facility 3.0 provided by
StableView Asset Management Inc. ("StableView"). The initial
$2,750,000 facility has been drawn
down and the Company and StableView have agreed to increase the
amount available for drawdown to $3,850,000 ("Increased Facility 3.0"). The
up to $1,000,000 additional proceeds
from the Increased Facility 3.0 will be used for several working
capital purposes.
Pursuant to the Increased Facility, Clarocity will issue up to
an aggregate amount of $1 million in
principal amount of debentures ("Debentures") at a price
$1,000 per $1,000 principal amount of Debenture. The
Debentures will bear an interest rate of 24% per annum payable
quarterly in common shares or cash, at the option of StableView.
The Debentures will mature on November 14,
2018. The Debentures have been guaranteed by the Company's
wholly-owned subsidiary, Valuation Vision, Inc. (the
"Guarantor"), and are secured against all of the Company's
and the Guarantor's property and assets.
In addition, the Company and StableView have agreed to amend all
existing debt facilities provided by StableView to provide that
StableView, on behalf of all debentureholders, may with thirty days
advance notice to the Company, require repayment of the principal
of all outstanding debentures together with any accrued and/or
unpaid interest and payment of a repayment bonus of 30% of the
principal amount being repaid. The aggregate principal amount
under existing facilities including Increased Facility 3.0 is
$18.95 million. The amendments
also provide that the Company may on forty-five days advance notice
to StableView, require repayment of the principal amount of all
outstanding debentures together with any accrued and/or unpaid
interest and payment of an early repayment penalty equal to 30% of
the principal amount to be repaid.
In addition, the Company has also agreed to amend two demand
promissory notes for principal amounts of $350,000 and $1,030,000 issued to StableView on August 30, 2016 and May 8,
2017 respectively, to provide for maturity, interest and
security similar to that applicable under the Increased Facility
3.0.
The transactions are related party transactions under TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The
Company will rely on an exemption from the formal valuation and
minority approval provisions of Multilateral Instrument 61-101 in
reliance on section 5.5(b) as a TSX Venture Exchange listed issuer
not listed on specified markets and sections 5.5(a) and 5.7(a) on
the basis that the fair market value of the transactions, insofar
as interested parties are involved, will not exceed 25% of the
market capitalization of the Company. Due to the Company's
working capital requirements, it was determined to immediately
amend the debt facilities including Facility 3.0. As a
result, it is reasonable and necessary in the circumstances that
the 21 day advance filing period for the material change report
prescribed by Multilateral Instrument 61-101 in respect of these
transactions be abridged.
The transactions are subject to the submission of final
documents and final approval of the TSX Venture Exchange.
About Clarocity Corporation
Clarocity Corporation provides real estate valuation solutions
and platform technologies designed to address today's dynamic
housing market. Our innovative platform is driving the
next-generation of valuation solutions such as MarketValue Pro
(MVP) and BPOMerge and setting new standards in real estate
valuation quality and reliability.
Every day GSE, banking, and investor clients rely on our
proprietary solutions to value assets, fund loans, and securitize
portfolios. As a fully integrated technology and valuation services
company, Clarocity provides a full spectrum of appraisal and
alternative valuation solutions. For more information, visit
www.clarocity.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Information
This news release contains forward-looking statements which may
include financial and business prospects, as well as statements
regarding the Company's future plans, objectives or economic
performance and financial outlooks. Such statements are subject to
risk factors associated with the real estate industry, the overall
economy in both Canada and
the United States. Forward looking
information in this press release includes, among other things,
information related to approval by the TSX Venture Exchange and
among other approvals required to effect the indenture amendments
and complete the issuance of the Debentures and Increased Facility
3.0. The Company believes that the expectations reflected in this
news release are reasonable but actual results may be affected by a
variety of variables and may be materially different from the
results or events predicted in the forward-looking statements.
Readers are therefore cautioned not to place undue reliance on
these forward-looking statements. In evaluating forward-looking
statements readers should consider the risk factors which could
cause actual results or events to differ materially from those
indicated by such forward-looking statements. These forward-looking
statements are made as of the date hereof, and unless otherwise
required by applicable securities laws, the Company does not intend
nor does it undertake any obligation to update or revise any
forward-looking statements.
This news release does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities in
the United States. The securities
of the Company will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act, and
may not be offered or sold within the
United States or to, or for the account or benefit of U.S.
persons except in certain transactions exempt from the registration
requirements of the U.S. Securities Act)
SOURCE Clarocity Corporation
